ORDER OF THE GENERAL COURT (Fourth Chamber)

15 July 2026(*)

( Action for annulment – Arbitration clause – Innovation Fund – Grant agreement – Completion guarantee – Identification of the defendant – Partial inadmissibility )

In Case T‑836/25,

Ci Etf I Renato Ptx HoldCo, SL, established in Madrid (Spain), represented by P. Callol, lawyer,

applicant,

v

European Commission, represented by G. Wils and A. Koričić, acting as Agents,

and

European Climate, Infrastructure and Environment Executive Agency (CINEA), represented by A. Turlan, N. Kopietz and V. Bard, acting as Agents, and M. Troncoso Ferrer and L. Lence de Frutos, lawyers,

defendants,

THE GENERAL COURT (Fourth Chamber),

composed of G. De Baere, President, J. Svenningsen (Rapporteur) and C. Mac Eochaidh, Judges,

Registrar: V. Di Bucci,

having regard to the written part of the procedure, in particular:

–        the application lodged at the Registry of the General Court on 4 December 2025;

–        the plea of inadmissibility raised by the European Commission lodged at the Court Registry on 3 March 2026;

–        the applicant’s observations on the plea of inadmissibility lodged at the Court Registry on 14 April 2026,

makes the following

Order

1        By application under Article 263 TFEU, the applicant, Ci Etf I Renato Ptx HoldCo, SL, a Spanish company, seeks the annulment of the Closing letter in response to the applicant’s letter dated 30 September 2025 titled Opposition to the call of the Completion Guarantee constituted by Project 101179454 (“Project Catalina”) following the Termination Amendment of the Grant Agreement – Amendment No. AMD-101179454-2, issued by the European Climate, Infrastructure and Environment Executive Agency (CINEA) on 19 November 2025 (‘the contested act’). In addition, under Article 272 TFEU, the applicant seeks a declaration that the termination was justified or, in the alternative, that CINEA may execute the completion guarantee only partially or that CINEA must pay back to the applicant a part of the completion guarantee.

 Background to the dispute

2        On 23 November 2023, the Innovation Fund launched an auction for renewable fuel of non-biological origin (RFNBO) hydrogen (INNOVFUND-2023-AUC-RFNBO-Hydrogen).

3        The Innovation Fund, an EU funding programme, provides grants for projects for the commercial deployment of innovative low-carbon technologies with the objective of bringing to market industrial solutions to decarbonise the European Union and supporting its transition to climate neutrality.

4        The auction was managed by CINEA. The call document established the legal and financial framework governing eligibility for grants, award conditions, grant implementation and enforcement mechanisms.

5        Section 10 of the call document indicated that ‘entry into operation must be reached within five years after grant signature’. It also required bidders to provide a completion guarantee amounting to 4% of the maximum grant amount and stipulated that CINEA, the granting authority, could execute that guarantee if, inter alia, the grant was terminated before entry into operation of the relevant installation and provided there was no force majeure within the meaning of Article 35 of the grant agreement.

6        On 8 February 2024, the applicant submitted its initial bid, which was subsequently updated. The applicant provided a completion guarantee dated 17 June 2024, consisting in an unconditional first-demand guarantee for the required amount. The grant agreement concluded between CINEA and the applicant was signed by their representatives on 24 September 2024.

7        From 21 February 2025, the applicant engaged in discussions with CINEA regarding, in particular, the possibility of extending the entry into operation deadline. By letter of 14 April 2025, the applicant requested the amendment and the irrevocable termination of the grant agreement.

8        On 18 June 2025, the applicant and CINEA signed a termination amendment of the grant agreement.

9        On 8 July 2025, CINEA informed the applicant of its intention to execute the completion guarantee as, in its view, the grant agreement had been terminated before entry into operation. By letter of 9 July 2025, the applicant expressed its opposition to that course of action essentially on grounds of force majeure. On 26 September 2025, CINEA stated that it considered that no force majeure had arisen and confirmed its intention to execute the completion guarantee. By letter of 30 September 2025, the applicant again expressed its opposition to CINEA’s intention to execute the completion guarantee. In the contested act, CINEA reiterated its intention to do so.

 Forms of order sought

10      In the application, the applicant claims that the Court should:

–        pursuant to Article 272 TFEU, declare that the termination of the grant agreement was justified or that the applicant correctly understood from CINEA’s declarations that the termination was considered justified, so that CINEA cannot lawfully execute the completion guarantee;

–        in the alternative, also pursuant to Article 272 TFEU, declare that CINEA may execute the completion guarantee only partially, to the extent required to compensate for the costs caused by termination of the grant agreement, or, in the event that the completion guarantee is entirely executed, declare that CINEA must pay back to the applicant that part of the completion guarantee that exceeds the costs incurred by CINEA as a result of the termination of the grant agreement;

–        in the further alternative, in the event that the action under Article 272 TFEU is declared inadmissible, annul the contested act pursuant to Article 263 TFEU; and

–        order CINEA to pay the costs or, in the alternative, award costs on an equitable basis due to the complexity of the matter.

11      The applicant’s third head of claim, which is the only head of claim that is relevant in the present proceedings, is directed against the European Commission and CINEA. The other heads of claim are directed against CINEA only.

12      In its plea of inadmissibility submitted pursuant to Article 130(1) of the Rules of Procedure of the General Court, the Commission contends that the Court should:

–        dismiss the action as manifestly inadmissible in its entirety or, in any event, in so far as it is directed against the Commission; and

–        order the applicant to pay the costs.

13      In its observations on the Commission’s plea of inadmissibility, the applicant requests the Court to reserve its decision on admissibility until judgment and then to dismiss it.

 Law

14      Under Article 130(1) of the Rules of Procedure, on application by the defendant, the Court may decide on inadmissibility or lack of competence without going to the substance of the case.

15      In the present case, the Court considers that it is in the interests of justice to rule on the Commission’s application as soon as possible since it is not necessary to hear argument on the merits in order to assess it (see, to that effect, judgment of 13 July 2023, Grupa Azoty and Others v Commission, C‑73/22 P and C‑77/22 P, EU:C:2023:570, paragraphs 75 and 76 and the case-law cited).

16      The Commission contends, in particular, that the present action is inadmissible in so far as it is directed against it.

17      First, the Commission submits that, under Article 272 TFEU, the jurisdiction of the Court extends only to disputes between the contracting parties and that the Commission is not a party to the grant agreement.

18      Second, the Commission states that, under Article 263 TFEU, actions must be brought against the author of the contested act and that the Commission is neither the author of the contested act nor was CINEA exercising an advisory power or acting pursuant to a prior approval of the Commission as a delegating institution when it adopted that act. Moreover, the applicant’s arguments relating to the Commission’s role under the last paragraph of Article 43.2 of the grant agreement confuse two distinct legal mechanisms, namely the execution of a completion guarantee and enforced recovery under Article 299 TFEU.

19      The applicant contests the Commission’s plea of inadmissibility only on the basis of clauses in the grant agreement which, in the applicant’s view, suggest that the contested act is a decision within the meaning of the last paragraph of Article 43.2 of that agreement, according to which actions against offsetting or enforceable decisions must be brought against the Commission, which adopts such decisions pursuant to Article 22.4 thereof. As the Commission notes in its plea of inadmissibility, those clauses of the grant agreement reflect Article 5(2)(f) of the Commission Decision of 12 February 2021 delegating powers to [CINEA] with a view to the performance of tasks linked to the implementation of [EU] programmes in the field of transport and energy infrastructure; climate, energy and mobility research and innovation; environment, nature and biodiversity; transition to low-carbon technologies; and maritime and fisheries; comprising, in particular, implementation of appropriations entered in the general budget of the [European] Union and those stemming from external assigned revenue (C(2021) 947 final) (‘Commission Decision C(2021) 947’), which provides, in particular, that CINEA is not to take enforceable recovery decisions within the meaning of Article 299 TFEU.

20      As regards the Commission’s argument relating to the action under Article 272 TFEU, it must be held that it is irrelevant since the heads of claim based on that Treaty provision are not directed against the Commission.

21      As regards the Commission’s first argument relating to the action for annulment under Article 263 TFEU, such an action is generally available against all measures adopted by the EU institutions, whatever their nature or form, which are intended to have binding legal effects capable of affecting the interests of the applicant by bringing about a distinct change in its legal position (see judgment of 16 July 2020, ADR Center v Commission, C‑584/17 P, EU:C:2020:576, paragraph 62 and the case-law cited). Such an action must be brought against the author of the contested act (see order of 19 August 2025, Inescop v Commission, T‑681/24, not published, EU:T:2025:797, paragraph 51 and the case-law cited).

22      The applicant has in fact directed the head of claim seeking annulment of the contested act against CINEA and does not contest that that agency is the sole author of that decision. Neither does the applicant argue that CINEA exercised only advisory powers, or that the adoption of the contested act was subject to the prior approval of the Commission as delegating institution (see, to that effect, order of 23 October 2019, Universität Koblenz-Landau v Commission and EACEA, T‑108/18, not published, EU:T:2019:768, paragraph 20 and the case-cited).

23      Moreover, it cannot be deduced either from the file, including the grant agreement, or from the legal framework summarised in paragraphs 24 and 25 below that the contested act was subject to prior approval of the Commission.

24      First, under Article 3 of Council Regulation (EC) No 58/2003 of 19 December 2002 laying down the statute for executive agencies to be entrusted with certain tasks in the management of Community programmes (OJ 2003 L 11, p. 1), the Commission may entrust certain tasks relating to the management of EU programmes to executive agencies. Pursuant to that provision, CINEA was established by Commission Implementing Decision (EU) 2021/173 of 12 February 2021 establishing the European Climate, Infrastructure and Environment Executive Agency, the European Health and Digital Executive Agency, the European Research Executive Agency, the European Innovation Council and SMEs Executive Agency, the European Research Council Executive Agency, and the European Education and Culture Executive Agency and repealing Implementing Decisions 2013/801/EU, 2013/771/EU, 2013/778/EU, 2013/779/EU, 2013/776/EU and 2013/770/EU (OJ 2021 L 50, p. 9) to implement certain EU programmes in the 2021-2027 multiannual financial framework. That implementing decision delegates programme implementation tasks to CINEA, including in respect of the Innovation Fund, subject to the Commission’s supervision.

25      Second, Commission Decision C(2021) 947 provides in Article 4(5) that CINEA is to act in its own name when implementing delegated tasks. Moreover, the first sentence of Article 5(2) of that decision prohibits CINEA from performing any tasks involving a large measure of discretion implying political choices.

26      Furthermore, although Regulation No 58/2003, Implementing Decision 2021/173 and Article 25 of the grant agreement provide for oversight by the Commission, those control mechanisms cannot be equated to mechanisms for prior approval of the contested act (see, to that effect and by analogy, order of 6 February 2023, Indetec v Commission and Others, T‑250/22, not published, EU:T:2023:61, paragraphs 25 to 27 and the case-law cited).

27      As regards the Commission’s second argument relating to the action for annulment under Article 263 TFEU, it must be recalled that an action may be brought before the EU judicature on the basis of Article 263 TFEU only where the contested measure aims to produce binding legal effects falling outside of the contractual relationship between the parties and which involve the exercise of the prerogatives of a public authority conferred on the contracting institution acting in its capacity as an administrative authority (see judgment of 16 July 2020, ADR Center v Commission, C‑584/17 P, EU:C:2020:576, paragraph 65 and the case-law cited).

28      Where the Commission adopts an enforceable recovery order within the meaning of Article 299 TFEU, the effects and binding force of such a unilateral decision cannot derive from the contractual clauses but derive from that article of the TFEU and the applicable financial regulation. Such an order may be challenged by means of an action for annulment brought before the EU judicature on the basis of Article 263 TFEU (see, to that effect, judgment of 16 July 2020, ADR Center v Commission, C‑584/17 P, EU:C:2020:576, paragraphs 69 and 72).

29      It is correct that the fourth paragraph of Article 43.2 of the grant agreement stipulates that if a dispute concerns administrative sanctions, offsetting or an enforceable decision under Article 299 TFEU, the beneficiaries must bring an action before the Court under Article 263 TFEU. Under the last paragraph of Article 43.2 of that agreement, for grants where the granting authority is an EU executive agency, actions against offsetting and enforceable decisions must be brought against the Commission rather than the granting authority.

30      However, it has not been established that the contested act is an enforceable decision within the meaning of Article 299 TFEU and Article 43.2 of the grant agreement.

31      First, although Article 22.4(b) of the grant agreement, entitled ‘enforced recovery’, stipulates that where payment is not made by the date specified in a debit note, the amount due will be recovered by drawing on any financial guarantee, it has not been argued that a debit note has been issued to the applicant which has remained unpaid, so that it would be appropriate to recover the outstanding amount by adopting an enforceable decision under Article 299 TFEU.

32      Second, the applicant’s reliance on paragraph 58 of the judgment of 16 July 2020, ADR Center v Commission (C‑584/17 P, EU:C:2020:576), is misplaced since the finding in that paragraph relates to the Commission’s jurisdiction to adopt a decision on the basis of Article 299 TFEU and Article 79(2) of Regulation (EU, Euratom) No 966/2012 of the European Parliament and of the Council of 25 October 2012 on the financial rules applicable to the general budget of the Union and repealing Council Regulation (EC, Euratom) No 1605/2002 (OJ 2012 L 298, p. 1), the financial regulation then in force, with a view to recovering debts arising under a contract containing an arbitration clause. It cannot be inferred from that paragraph, or from that judgment generally, that the contested act is such a decision, not only because the contested act was taken by CINEA, but also because the applicant was contractually obliged to provide the completion guarantee, execution of which did not require enforcement by the Commission based on Article 299 TFEU.

33      Third, the applicant has not established any relevant analogy between the circumstances of the present case and those in the judgment of 4 October 2012, ED and F Man Alcohols (C‑669/11, not published, EU:C:2012:618). While it is true that that judgment recognises that the execution of a guarantee may be characterised as having a punitive nature, that characterisation must be understood by reference to the particular legal framework applicable in that case, where the forfeiture of the guarantee was expressly provided for as the legal consequence, as laid down in Article 5(5) of Commission Regulation (EC) No 360/95 of 22 February 1995 opening individual sales by invitation to tender for the export of vinous alcohol held by intervention agencies (OJ 1995 L 41, p. 14), of a failure to comply with an EU obligation.

34      The applicant’s arguments must therefore be dismissed.

35      It follows from the considerations set out in paragraphs 20 to 34 above that the present action is inadmissible in so far as it is brought against the Commission.

 Costs

36      Under Article 134(1) of the Rules of Procedure, the unsuccessful party is to be ordered to pay the costs if they have been applied for in the successful party’s pleadings.

37      Since the applicant has been unsuccessful, it must be ordered, in accordance with the form of order sought by the Commission, to bear its own costs and to pay those incurred by the Commission.

On those grounds,

THE GENERAL COURT (Fourth Chamber)

hereby orders:

1.      The action is dismissed as inadmissible in so far as it is brought against the European Commission.

2.      Ci Etf I Renato Ptx HoldCo, SL shall pay the costs.

Luxembourg, 15 July 2026.

*      Language of the case: English.